Breathe
by Myriddin
Summary: Spencer/Toby. A closer look at the Spoby motel scene in 3x24. ONESHOT.


**Breathe  
**By Myriddin

**Takes place during the Spoby motel scene during 3x24. Rated for sexual content. Reader discretion is advised. **

"_If I saw you hurting the way that I know you saw me…"_

His tears…the way seeing him cry wrenched her heart, collapsed what was left of her defenses.

"_Toby…"_

Spencer looked into his vulnerable eyes and she broke, kneeling down beside him. She cupped his face, her touch his balm and his salvation as she wiped away his tears. She leaned closer and Toby hesitantly brought his hands to her hips as she pressed her lips to his. He groaned softly, tentative at first to return the kiss, but the passion and familiarity filled him, and he pressed further into the warmth of her. He reveled in her, wet, hot and sweet, drawing him deeper and deeper until he could barely think, barely breathe, knowing only the taste of her.

Spencer broke away from him at the need for air and they gazed at each other, not saying a word. Toby swallowed, watching her for any sign of reassurance or hope, finding it when her expression softened. The tenderness and stirring desire he found in her gaze both humbled and excited him, as she brushed away the moisture still clinging to his eyelashes, running her thumb across his cheek. "Spencer," he whispered, reverently, pleadingly.

"I'm here," she whispered in reply. Toby practically sobbed with relief, tears pricking his eyes once more, and when he reached for her, he was not rejected. She drew him closer, cradling his head, Toby closing his eyes with a sigh as she began to stroke his hair. Slowly, he calmed, and she tilted his face up to kiss him again, light and brief, drawing back to hold his eyes as she rid him first of his jacket, then began to push up the hems of his shirt.

He obediently lifted his arms, allowing her to pull the t-shirt over his head. She set the garment aside, lightly running her fingers along his skin to come to rest over his heart. He shivered lightly, resting his hand over hers, calloused fingers curling protectively over hers. He watched her pointed look down at her clothes, the dark hoodie and other A-gear, and he tentatively offered his discarded shirt. She gave him a warm smile, pecking his cheek before she disappeared into the bathroom.

Toby waited for her silently, seated at the end of the bed, nervous and vulnerable as he rubbed at his bare arms. His breath caught as he looked up to see her standing in the doorway, framed by the pale glow coming from the bathroom light. Tall as she was, his t-shirt barely came down mid-thigh, giving him a generous view of the long, slender legs he remembered having, and wanted so badly again, wrapped around him. He swallowed hard as she crossed the floor toward him, reaching his arms out for her as she leaned down to him. They met in a heated kiss, Spencer angling herself until she slid into his lap, hands linking around his neck as her lips parted beneath his, deepening the kiss, tongues meeting to taste and explore.

Toby let his hands slip just under the hem of the shirt, caressing the silk-soft skin of her thighs. She let out a low moan, one of the most beautiful sounds he had ever heard, and he skimmed them higher, the calloused quality to his hands sensual against her smooth flesh. With a gentle urging, he guided her back against the bed and she sank into the mattress. Toby followed after as he pressed himself against her, their hands wandering and caressing over whatever bare skin they could reach.

Sometime in their maneuvering, they rid of her of the shirt to leave her gloriously nude and he sat back on his haunches, giving himself a moment to just look at her. Spencer felt her face begin to warm under his scrutiny, but the love and desire in his eyes, the reverence in his expression, was enough to take her breath away and she relaxed, reaching for him. "So beautiful," he breathed as he returned to her embrace and he kissed her, his lip sliding over hers with the finesse only a beloved lover could possess.

They rolled over. Spencer straddled him, running her hands down his chest and stomach, tracing over the shape and definition of the lean muscles she'd once felt could protect her from the world when he held her, as she was starting to believe again. She pressed kisses wherever she touched, nuzzling into his neck as she unbuckled his belt and lowered his zipper, slipping her hand lower into the depths of his jeans. Toby let out a low, guttural groan as she found his arousal, her fingers wrapping firmly around him. She stroked him, giving him a knowing squeeze, earning another hoarse groan from deep in his throat.

Unable to take much more, hardening painfully under her touch, he reached down and grasped her wrists, tucking her hands around his neck as he turned them over. He settled over her as Spencer accepted their new position, wrapping her arms around him. He mimicked her earlier kisses, along her neck and down her collarbone, urged on by her soft, contented sighs, making his way down to the valley between her breasts. He nuzzled between them, cupping one within his palm and taking the nipple of the other into his mouth.

Toby circled the areole with his tongue, his hand slipping between her thighs to brush against the wet warmth of her wanting him. Spencer mewled with pleasure, arching into his touch as he slid first one, then two fingers inside her. He was tender as he moved inside her, Spencer gripping at his hair and tugging him into a kiss. He twisted his fingers, crooking them, and swiping his thumb over her clitoris, she came, the quickness of her climax taking them both by surprise as she let out a sharp, startled cry. She clung to his shoulders as she rode out the waves of her pleasure, Toby gently working her down as she sank sated into his arms.

As the aftershocks finally calmed, she opened her eyes to find him hovering over her, his face soft and open as he smiled at her, brushing her hair away from her face. She raised a hand to stroke his cheek, the hungry look in his eyes enough to reignite the heat inside her. She urged his jeans down and he lifted up to finish hiking them and his briefs off, settling back between her thighs. He leaned down, kissing her forehead, her eyes, her cheeks, and her lips again. "I love you."

He hadn't meant to say the words, hadn't wanted to push, but before he could stop them, they came tumbling unbidden from his mouth. Much to his relief, she only smiled, whispering his name.

She moved against him, kissing him hard on the mouth. He pushed hard against her, emphasizing his need as they parted and he growled out her name. He drew out each syllable of her name, nipping at her throat, his breath hot and panting against her skin.

She met his gaze without hesitation, finding herself staring into eyes burning with such intensity they seemed dark as night, dilated with desire and a want she felt echoed inside herself, a lust thrumming through their very blood.

She threaded her fingers through his hair, drawing his head up to kiss him once more, slow and languorous but just deep enough. It was a merging of passions, but understanding as well, and when she drew back for need of breath, she leaned her forehead against his. "Toby, I want you."

"I want you, too, Spencer. God, do I want you too." Retrieving a condom from his wallet and rolling it over his length, he obeyed as Spencer urged him onto his back, straddling his waist. Toby ran his hands up her back, smooth, perfect skin like silk beneath his fingertips. "I love you," he whispered again, as they settled themselves and he helped her ease herself down on him, encasing him inside her.

She was tight, impossibly tight, and though his self-control lay in tatters, he resisted the urge to just take his pleasure, thrust hard and fast into her until they were both screaming for release. He searched her face for signs of discomfort, knowing they had only been together the once, but found none. She squirmed around a little, experimentally moving against him, and her body relaxed against him.

"Spencer…?"

"Shh…it's okay," she whispered soothingly against his lips as she wrapped her arms around him, invitingly giving her hips a little lift. They slowly began to rock together, a delicious friction building between them giving them exactly what they had been searching for. His chest rose and fell in harsh, panting breaths, watching her with wide, wondering eyes, letting her guide him as she slowly rode him. She leaned down to him, her hair falling around them like a silken veil, softly touching her lips to his without losing rhythm.

"Relax, Toby. Just breathe."

He did as she asked, letting himself meld into the natural rise and fall of their bodies, forgetting everything else. When she came, wriggling and mewling above him, it was the most beautiful thing he had ever seen. When it was his turn, the hot rush of his own release was the most alive he had felt in months.

After he disposed of the condom and returned to the bed, she reached out her hand to him. They lay side by side, hands linked in the space between them, and Toby watched her cautiously as she enlaced their fingers. "Spencer…"

"Hmm?"

"Do you…do you think I'll ever be your safe place again?"

Spencer sat up, regarding him solemnly for a long moment, and then said softly. "I think we'll get there again. But for now…let me be yours."

Sighing with relief, he kissed her and Spencer melting against him, lovingly returning his kiss. They broke apart and Spencer turned over, allowing Toby to wrap an arm around her and spoon her from behind. Too drowsy in their post-coital embrace to be concerned about much else, Toby Cavanaugh closed his eyes and for the first time in months, just let himself softly breathe.

The world outside that little motel room could wait just a little bit longer.


End file.
